Widely proliferated sea mines present difficult challenges to the Navys ability to guarantee assured access to critical regions. To counter these asymmetric threats, airborne LIDAR systems are being used, but early LIDAR sensor systems have had problems in terms of availability, cost, reliably, and performance. These deficiencies have delayed deployment and driven up costs. To reduce deployment time and to reduce the cost of future and planned mine countermeasure (MCM) systems, needed are LIDAR sensor components with known performance. To address this need, a waveform sampling LIDAR readout integrated circuit (ROIC) will be developed. Each unit cell of the two-dimensional ROIC will include a high-bandwidth, low-noise preamplifier, a surface return detection circuit, and a waveform sampling circuit. In the Phase II Base program, the specifications of the ROIC will be updated, the unit cell design will be finalized, and the ROIC, including serial programming interface, digital controllers, on-chip biasing, and analog readout circuits will be designed, simulated, layed out, verified, and then taped out. In the Phase II Option program, the ROIC will be fabricated and functionally tested, before the ROIC is hybridized to a prototype silicon detector array, and its performance demonstrated against optical signals resembling real world threats.